Exhibit 4.1

                     ARIZONA AIRCRAFT SPARES, INC.
                 EMPLOYEE STOCK INCENTIVE PLAN, AS AMENDED

     1.  GENERAL PROVISIONS

     1.1  Purpose.

     The Stock Incentive Plan (the "Plan") is intended to allow
designated officers, employees  and certain non-employees (all of
whom are sometimes collectively referred to herein as "Employees")
of Arizona Aircraft Spares, Inc., a Nevada corporation ("Arizona")
and its Subsidiaries (as that term is defined below) which it may
have from time to time (Arizona and such Subsidiaries are referred
to herein as the "Company") to receive certain options ("Stock
Options") to purchase  Arizona common stock, one tenth of one cent
($0.001) par value ("Common Stock"), and to receive grants of Common
Stock subject to certain restrictions ("Awards").  As used in this
Plan, the term "Subsidiary" shall mean each corporation which is a
"subsidiary corporation" of Arizona within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended (the
"Code").  The purpose of this Plan is to provide Employees with
equity-based compensation incentives to make significant and
extraordinary contributions to the long-term growth and performance
of the Company, and to attract and retain Employees.

     1.2  Administration.

     1.2.1  The Plan shall be administered by the Compensation
Committee (the "Committee") of, or appointed by, the Board of
Directors of Arizona (the "Board").   The Committee shall select one
of its members as Chairman and shall act by vote of a majority of a
quorum, or by unanimous written consent.  A majority of its members
shall constitute a quorum.  The Committee shall be governed by the
provisions of  Arizona Bylaws and of Nevada law applicable to the
Board, except as otherwise provided herein or determined by the Board.

     1.2.2  The Committee shall have full and complete authority, in
its discretion, but subject to the express provisions of the Plan:
to approve the Employees nominated by the management of the Company
to be granted Awards or Stock Options; to determine the number of
Awards or Stock Options to be granted to an Employee; to determine
the time or times at which Awards or Stock Options shall be granted;
to establish the terms and conditions upon which Awards or Stock
Options may be exercised; to remove or adjust any restrictions and
conditions upon Awards or Stock Options; to specify, at the time of
grant, provisions relating to exercisability of Stock Options and to
accelerate or otherwise modify the exercisability of any Stock
Options; and to adopt such rules and regulations and to make all
other determinations deemed necessary or desirable for the administration
of the Plan.  All interpretations and constructions of the
Plan by the Committee, and all of its actions hereunder, shall be
binding and conclusive on all persons for all purposes.

     1.2.3  The Company hereby agrees to indemnify and hold harmless
each Committee member and each employee of the Company, and the
estate and heirs of such Committee member or employee, against all
claims, liabilities, expenses, penalties, damages or other pecuniary
losses, including legal fees, which such Committee member or
employee, his or her estate or heirs may suffer as a result of his
or her responsibilities, obligations or duties in connection with
the Plan, to the extent that insurance, if any, does not cover the
payment of such items.  No member of the Committee or the Board
shall be liable for any action or determination made in good faith
with respect to the Plan or any Award or Stock Option granted
pursuant to the Plan.

     1.3  Eligibility and Participation.

     Employees eligible under the Plan shall be approved by the
Committee from those Employees who, in the opinion of the management
of the Company, are in positions which enable them to make
significant contributions to the long-term performance and growth of
the Company.  In selecting Employees to whom Stock Options or Awards
may be granted, consideration shall be given to factors such as
employment position, duties and responsibilities, ability,
productivity, length of service, morale, interest in the Company and
recommendations of supervisors.

     1.4  Shares Subject to the Plan.

     The maximum number of shares of Common Stock that may be issued
pursuant to the Plan shall be One Million Seven Hundred and Seventy
Thousand (1,770,000) subject to adjustment pursuant to the
provisions of paragraph 4.1.  If shares of Common Stock awarded or
issued under the Plan are reacquired by the Company due to a
forfeiture or for any other reason, such shares shall be cancelled
and thereafter shall again be available for purposes of the Plan.
If a Stock Option expires, terminates or is cancelled for any reason
without having been exercised in full, the shares of Common Stock
not purchased thereunder shall again be available for purposes of
the Plan.

     2.  PROVISIONS RELATING TO STOCK OPTIONS

     2.1  Grants of Stock Options.

     The Committee may grant Stock Options in such amounts, at such
times, and to such Employees nominated by the management of the
Company as the Committee, in its discretion, may determine.   Stock
Options granted under the Plan shall constitute "incentive stock
options" within the meaning of Section 422 of the Code, if so
designated by the Committee on the date of grant.  The Committee
shall also have the discretion to grant Stock Options which do not
constitute incentive stock options, and any such Stock Options shall
be designated non-statutory stock options by the Committee on the
date of grant.  The aggregate fair market value (determined as of
the time an incentive stock option is granted) of the Common Stock
with respect to which incentive stock options are exercisable for
the first time by any Employee during any one calendar year (under
all plans of the Company and any parent or subsidiary of the
Company) may not exceed the maximum amount permitted under Section
422 of the Code (currently one hundred thousand dollars
($100,000.00)).  Non-statutory stock options shall not be subject to
the limitations relating to incentive stock options contained in the
preceding sentence.  Each Stock Option shall be evidenced by a
written agreement (the "Option Agreement") in a form approved by the
Committee, which shall be executed on behalf of the Company and by
the Employee to whom the Stock Option is granted, and which shall be
subject to the terms and conditions of this Plan.  In the discretion
of the Committee, Stock Options may include provisions (which need
not be uniform), authorized by the Committee in its discretion, that
accelerate an Employee's rights to exercise Stock Options following
a "Change in Control," upon termination of such Employee employment
by the Company without "Cause" or by the Employee for "Good Reason,"
as such terms are defined in paragraph 3.1 hereof.  The holder of a
Stock Option shall not be entitled to the privileges of stock
ownership as to any shares of Common Stock not actually issued to
such holder.

     2.2  Purchase Price.

     The purchase price ("Exercise Price") of shares of Common Stock
subject to each Stock Option ("Option Shares") shall be fifty cents
 ($0.50).  For an employee holding greater than ten percent (10%) of
the total voting power of all stock of the Company, either Common or
Preferred, the Exercise Price of an incentive stock option shall be
at least one hundred and ten percent (110%) of the fair market value
of the Common Stock on the date of the grant of the option.

     2.3  Option Period.

     The Stock Option period (the "Term") shall commence on the date
of grant of the Stock Option and shall be ten (10) years or such
shorter period as is determined by the Committee.    Each Stock
Option shall provide that it is exercisable over its term in such
periodic installments as the Committee in its sole discretion may
determine.  Such provisions need not be uniform.  Section 16(b) of
the Exchange Act exempts persons normally subject to the reporting
requirements of Section 16(a) of the Exchange Act ("Section 16
Reporting Persons") pursuant to a qualified employee stock option
plan from the normal requirement of not selling until at least six
(6) months and one day from the date the Stock Option is granted.

     2.4  Exercise of Options.

     2.4.1  Each Stock Option may be exercised in whole or in part
(but not as to fractional shares) by delivering it for surrender or
endorsement to the Company, attention of the Corporate Secretary, at
the principal office of the Company, together with payment of the
Exercise Price and an executed Notice and Agreement of Exercise in
the form prescribed by paragraph 2.4.2.  Payment may be made (i) in
cash, (ii) by cashier's or certified check, (iii) by surrender of
previously owned shares of the Company's Common Stock valued
pursuant to paragraph 2.2 (if the Committee authorizes payment in
stock in its discretion), (iv) by withholding from the Option Shares
which would otherwise be issuable upon the exercise of the Stock
Option that number of Option Shares equal to the exercise price of
the Stock Option, if such withholding is authorized by the Committee
in its discretion, or (v) in the discretion of the Committee, by the
delivery to the Company of the optionee's promissory note secured by
the Option Shares, bearing interest at a rate sufficient to prevent
the imputation of interest under Sections 483 or 1274 of the Code,
and having such other terms and conditions as may be satisfactory to
the Committee.

     2.4.2  Exercise of each Stock Option is conditioned upon the
agreement of the Employee to the terms and conditions of this Plan
and of such Stock Option as evidenced by the Employee's execution
and delivery of a Notice and Agreement of Exercise in a form to be
determined by the Committee in its discretion.  Such Notice and
Agreement of Exercise shall set forth the agreement of the Employee
that:  (a) no Option Shares will be sold or otherwise distributed in
violation of the Securities Act of 1933 (the "Securities Act") or
any other applicable federal or state securities laws, (b) each
Option Share certificate may be imprinted with legends reflecting
any applicable federal and state securities law restrictions and
conditions, (c) the Company may comply with said securities law
restrictions and issue "stop transfer" instructions to its Transfer
Agent and Registrar without liability, (d) if the Employee is a
Section 16 Reporting Person, the Employee will furnish to the
Company a copy of each Form 4 or Form 5 filed by said Employee and
will timely file all reports required under federal securities laws,
and (e) the Employee will report all sales of Option Shares to the
Company in writing on a form prescribed by the Company.

     2.4.3  No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and
state securities laws, and all other legal requirements, have been
fully complied with.  The Company will use reasonable efforts to
maintain the effectiveness of a Registration Statement under the
Securities Act for the issuance of Stock Options and shares acquired
thereunder, but there may be times when no such Registration Statement
will be currently effective.  The exercise of Stock Options may
be temporarily suspended without liability to the Company during
times when no such Registration Statement is currently effective, or
during times when, in the reasonable opinion of the Committee, such
suspension is necessary to preclude violation of any requirements of
applicable law or regulatory bodies having jurisdiction over the
Company.  If any Stock Option would expire for any reason except the
end of its term during such a suspension, then if exercise of such
Stock Option is duly tendered before its expiration, such Stock
Option shall be exercisable and exercised (unless the attempted
exercise is withdrawn) as of the first day after the end of such
suspension.  The Company shall have no obligation to file any
Registration Statement covering resales of Option Shares.

     2.5  Continuous Employment.

     Except as provided in paragraph 2.7 below, an Employee may not
exercise a Stock Option unless from the date of grant to the date of
exercise such Employee remains continuously in the employ of the
Company.  For purposes of this paragraph 2.5, the period of
continuous employment of an Employee with the Company shall be
deemed to include (without extending the term of the Stock Option)
any period during which such Employee is on leave of absence with
the consent of the Company, provided that such leave of absence
shall not exceed three (3) months and that such Employee returns to
the employ of the Company at the expiration of such leave of
absence.  If such Employee fails to return to the employ of the
Company at the expiration of such leave of absence, such Employee's
employment with the Company shall be deemed terminated as of the
date such leave of absence commenced.  The continuous employment of
an Employee with the Company shall also be deemed to include any
period during which such Employee is a member of the Armed Forces of
the United States, provided that such Employee returns to the employ
of the Company within ninety (90) days (or such longer period as may
be prescribed by law) from the date such Employee first becomes
entitled to discharge.  If an Employee does not return to the employ
of the Company within ninety (90) days (or such longer period as may
be prescribed by law) from the date such Employee first becomes
entitled to discharge, such Employee's employment with the Company
shall be deemed to have terminated as of the date such Employee's
military service ended.

     2.6  Restrictions on Transfer.

     Each Stock Option granted under this Plan shall be transferable
only by will or the laws of descent and distribution.  No interest
of any Employee under the Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any
other legal or equitable process.  Each Stock Option granted under
this Plan shall be exercisable during an Employee's lifetime only by
such Employee or by such Employee's legal representative.

     2.7  Termination of Employment.

     2.7.1  Upon an Employee's Retirement, Disability (both terms
being defined below) or death, (a) all Stock Options to the extent
then presently exercisable shall remain in full force and effect and
may be exercised pursuant to the provisions thereof, including
expiration at the end of the fixed term thereof, and (b) unless
otherwise provided by the Committee, all Stock Options to the extent
not then presently exercisable by such Employee shall terminate as
of the date of such termination of employment and shall not be exer-
cisable thereafter.

     2.7.2  Upon the termination of the employment of an Employee with
the Company for any reason other than the reasons set forth in
paragraph 2.7.1 hereof, (a) all Stock Options to the extent then
presently exercisable by such Employee shall remain exercisable only
for a period of ninety (90) days after the date of such termination
of employment (except that the ninety (90) day period shall be
extended to twelve (12) months if the Employee shall die during such
ninety (90) day period), and may be exercised pursuant to the
provisions thereof, including expiration at the end of the fixed
term thereof, and (b) unless otherwise provided by the Committee,
all Stock Options to the extent not then presently exercisable by
such Employee shall terminate as of the date of such termination of
employment and shall not be exercisable thereafter.

     2.7.3  For purposes of this Plan:

     (a)  "Retirement" shall mean an Employee's retirement from the
employ of the Company on or after the date on which such Employee
attains the age of sixty-five (65) years; and

     (b)  "Disability" shall mean total and permanent incapacity of
an Employee, due to physical impairment or legally established
mental incompetence, to perform the usual duties of such Employee's
employment with the Company, which disability shall be determined:
(i) on medical evidence by a licensed physician designated by the
Committee, or (ii) on evidence that the Employee has become entitled
to receive primary benefits as a disabled employee under the Social
Security Act in effect on the date of such disability.

     3.  PROVISIONS RELATING TO AWARDS

     3.1  Grant of Awards.

     Subject to the provisions of the Plan, the Committee shall have
full and complete authority, in its discretion, but subject to the
express provisions of this Plan, to (i) grant Awards pursuant to the
Plan, (ii) determine the number of shares of Common Stock subject to
each Award ("Award Shares"), (iii) determine the terms and
conditions (which need not be identical) of each Award, including
the consideration (if any) to be paid by the Employee for such
Common Stock, which may, in the Committee's discretion, consist of
the delivery of the Employee's promissory note meeting the
requirements of paragraph 2.4.1, (iv) establish and modify
performance criteria for Awards, and (v) make all of the
determinations necessary or advisable with respect to Awards under
the Plan.  Each award under the Plan shall consist of a grant of
shares of Common Stock subject to a restriction period (after which
the restrictions shall lapse), which shall be a period commencing on
the date the award is granted and ending on such date as the
Committee shall determine (the "Restriction Period").  The Committee
may provide for the lapse of restrictions in installments, for
acceleration of the lapse of restrictions upon the satisfaction of
such performance or other criteria or upon the occurrence of such
events as the Committee shall determine, and for the early
expiration of the Restriction Period upon an Employee's death,
Disability or Retirement as defined in paragraph 2.7.3, or,
following a Change of Control, upon termination of an Employee's
employment by the Company without "Cause" or by the Employee for
"Good Reason," as those terms are defined herein.  For purposes of
this Plan:

     "Change of Control" shall be deemed to occur (a) on the date
the Company first has actual knowledge that any person (as such term
is used in Sections 13(d) and 14(d) (2) of the Exchange Act) has
become the beneficial owner (as defined in Rule 13(d)-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing forty percent (40%) or more of the combined voting
power of the Company's then outstanding securities, or (b) on the
date the shareholders of the Company approve (i) a merger of the
Company with or into any other corporation in which the Company is
not the surviving corporation or in which the Company survives as a
subsidiary of another corporation, (ii) a consolidation of the
Company with any other corporation, or (iii) the sale or disposition
of all or substantially all of the Company's assets or a plan of
complete liquidation.

     "Cause," when used with reference to termination of the
employment of an Employee by the Company for "Cause," shall mean:

     (a)  the Employee's continuing willful and material breach of
his or her duties to the Company after he or she receives a demand
from the Chief Executive of the Company specifying the manner in
which he or she has willfully and materially breached such duties,
other than any such failure resulting from Disability of the
Employee or his or her resignation for "Good Reason," as defined
herein; or

     (b)  the conviction of the Employee of a felony; or

     (c)  the Employee's commission of fraud in the course of his or
her employment with the Company, such as embezzlement or other
material and intentional violation of law against the Company; or

     (d)  the Employee's gross misconduct causing material harm to
the Company.

     "Good Reason" shall mean any one or more of the following,
occurring following or in connection with a Change of Control and
within ninety (90) days prior to the Employee's resignation, unless
the Employee shall have consented thereto in writing:

     (a)  the assignment to the Employee of duties inconsistent with
his or her executive status prior to the Change of Control or a
substantive change in the officer or officers to whom he or she
reports from the officer or officers to whom he or she reported
immediately prior to the Change of Control; or

     (b)  the elimination or reassignment of a majority of the
duties and responsibilities that were assigned to the Employee
immediately prior to the Change of Control; or

     (c)  a reduction by the Company in the Employee's annual base
salary as in effect immediately prior to the Change of Control; or

     (d)  the Company's requiring the Employee to be based anywhere
outside a 35-mile radius from his or her place of employment
immediately prior to the Change of Control, except for required
travel on the Company's business to an extent substantially
consistent with the Employee's business travel obligations
immediately prior to the Change of Control; or

     (e)  the failure of the Company to grant the Employee a
performance bonus reasonably equivalent to the same percentage of
salary the Employee normally received prior to the Change of
Control, given comparable performance by the Company and the
Employee; or

     (f)  the failure of the Company to obtain a satisfactory
Assumption Agreement (as defined in paragraph 4.12 of the Plan) from
a successor, or the failure of such successor to perform such
Assumption Agreement.

     3.2  Incentive Agreements.

     Each Award granted under the Plan shall be evidenced by a
written agreement (an "Incentive Agreement") in a form approved by
the Committee and executed by the Company and the Employee to whom
the Award is granted.  Each Incentive Agreement shall be subject to
the terms and conditions of the Plan and other such terms and
conditions as the Committee may specify.

     3.3  Waiver of Restrictions.

     The Committee may modify or amend any Award under the Plan or
waive any restrictions or conditions applicable to such Awards;
provided, however, that the Committee may not undertake any such
modifications, amendments or waivers if the effect thereof
materially increases the benefits to any Employee, or adversely
affects the rights of any Employee without his or her consent.

     3.4  Terms and Conditions of Awards.

     3.4.1  Upon receipt of an Award of shares of Common Stock under
the Plan, even during the Restriction Period, an Employee shall be
the holder of record of the shares and shall have all the rights of
a shareholder with respect to such shares, subject to the terms and
conditions of the Plan and the Award.

     3.4.2  Except as otherwise provided in this paragraph 3.4, no
shares of Common Stock received pursuant to the Plan shall be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed
of during the Restriction Period applicable to such shares.  Any
purported disposition of such Common Stock in violation of this
paragraph 3.4.2 shall be null and void.

     3.4.3  If an Employee's employment with the Company terminates
prior to the expiration of the Restriction Period for an Award,
subject to any provisions of the Award with respect to the
Employee's death, Disability or Retirement, or Change of Control,
all shares of Common Stock subject to the Award shall be immediately
forfeited by the Employee and reacquired by the Company, and the
Employee shall have no further rights with respect to the Award.  In
the discretion of the Committee, an Incentive Agreement may provide
that, upon the forfeiture by an Employee of Award Shares, the
Company shall repay to the Employee the consideration (if any) which
the Employee paid for the Award Shares on the grant of the Award.
In the discretion of the Committee, an Incentive Agreement may also
provide that such repayment shall include an interest factor on such
consideration from the date of the grant of the Award to the date of
such repayment.

     3.4.4  The Committee may require under such terms and conditions
as it deems appropriate or desirable that (i) the certificates for
Common Stock delivered under the Plan are to be held in custody by
the Company or a person or institution designated by the Company
until the Restriction Period expires, (ii) such certificates shall
bear a legend referring to the restrictions on the Common Stock
pursuant to the Plan, and (iii) the Employee shall have delivered to
the Company a stock power endorsed in blank relating to the Common Stock.

     4.  MISCELLANEOUS PROVISIONS

     4.1  Adjustments Upon Change in Capitalization.

     4.1.1  The number and class of shares subject to each outstanding
Stock Option, the Exercise Price thereof (but not the total price),
the maximum number of Stock Options that may be granted under the
Plan, the minimum number of shares as to which a Stock Option may be
exercised at any one time, and the number and class of shares
subject to each outstanding Award, shall be proportionately adjusted
in the event of any increase or decrease in the number of the issued
shares of Common Stock which results from a split-up or
consolidation of shares, payment of a stock dividend or dividends
exceeding a total of five percent (5%) for which the record dates
occur in any one fiscal year, a recapitalization (other than the
conversion of convertible securities according to their terms), a
combination of shares or other like capital adjustment, so that (i)
upon exercise of the Stock Option, the Employee shall receive the
number and class of shares such Employee would have received had
such Employee been the holder of the number of shares of Common
Stock for which the Stock Option is being exercised upon the date of
such change or increase or decrease in the number of issued shares
of the Company, and (ii) upon the lapse of restrictions of the Award
Shares, the Employee shall receive the number and class of shares
such Employee would have received if the restrictions on the Award
Shares had lapsed on the date of such change or increase or decrease
in the number of issued shares of the Company.

     4.1.2  Upon a reorganization, merger or consolidation of the
Company with one or more corporations as a result of which Arizona
is not the surviving corporation or in which Arizona survives as a
wholly-owned subsidiary of another corporation, or upon a sale of
all or substantially all of the property of the Company to another
corporation, or any dividend or distribution to shareholders of more
than ten percent (10%) of the Company's assets, adequate adjustment
or other provisions shall be made by the Company or other party to
such transaction so that there shall remain and/or be substituted
for the Option Shares and Award Shares provided for herein, the
shares, securities or assets which would have been issuable or
payable in respect of or in exchange for such Option Shares and
Award Shares then remaining, as if the Employee had been the owner
of such shares as of the applicable date.  Any securities so
substituted shall be subject to similar successive adjustments.

     4.2  Withholding Taxes.

     The Company shall have the right at the time of exercise of any
Stock Option, the grant of an Award, or the lapse of restrictions on
Award Shares, to make adequate provision for any federal, state,
local or foreign taxes which it believes are or may be required by
law to be withheld with respect to such exercise ("Tax Liability"),
to ensure the payment of any such Tax Liability.  The Company may
provide for the payment of any Tax Liability by any of the following
means or a combination of such means, as determined by the Committee
in its sole and absolute discretion in the particular case:  (i) by
requiring the Employee to tender a cash payment to the Company, (ii)
by withholding from the Employee's salary, (iii) by withholding from
the Option Shares which would otherwise be issuable upon exercise of
the Stock Option, or from the Award Shares on their grant or date of
lapse of restrictions, that number of Option Shares or Award Shares
having an aggregate fair market value (determined in the manner
prescribed by paragraph 2.2) as of the date the withholding tax
obligation arises in an amount which is equal to the Employee's Tax
Liability or (iv) by any other method deemed appropriate by the
Committee.  Satisfaction of the Tax Liability of a Section 16
Reporting Person may be made by the method of payment specified in
clause (iii) above only if the following two conditions are satisfied:

     (a)  the withholding of Option Shares or Award Shares and the
exercise of the related Stock Option occur at least six months and
one day following the date of grant of such Stock Option or Award;
and

     (b)  the withholding of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election ("Withholding
Election") made by such Employee at least six months in advance of
the withholding of Options Shares or Award Shares, or (ii) on a day
within a ten-day "window period" beginning on the third business day
following the date of release of the Company's quarterly or annual
summary statement of sales and earnings.

     Anything herein to the contrary notwithstanding, a Withholding
Election may be disapproved by the Committee at any time.

     4.3  Relationship to Other Employee Benefit Plans.

     Stock Options and Awards granted hereunder shall not be deemed
to be salary or other compensation to any Employee for purposes of
any pension, thrift, profit-sharing, stock purchase or any other
employee benefit plan now maintained or hereafter adopted by the
Company.

     4.4  Amendments and Termination.

     The Board of Directors may at any time suspend, amend or
terminate this Plan.  No amendment, except as provided in paragraph
2.8, or modification of this Plan may be adopted, except subject to
stockholder approval, which would: (a) materially increase the
benefits accruing to Employees under this Plan, (b) materially
increase the number of securities which may be issued under this
Plan (except for adjustments pursuant to paragraph 4.1 hereof), or
(c) materially modify the requirements as to eligibility for
participation in the Plan.

     4.5  Successors in Interest.

     The provisions of this Plan and the actions of the Committee
shall be binding upon all heirs, successors and assigns of the
Company and of Employees.

     4.6  Other Documents.

     All documents prepared, executed or delivered in connection
with this Plan (including, without limitation, Option Agreements and
Incentive Agreements) shall be, in substance and form, as
established and modified by the Committee; provided, however, that
all such documents shall be subject in every respect to the
provisions of this Plan, and in the event of any conflict between
the terms of any such document and this Plan, the provisions of this
Plan shall prevail.

     4.7  No Obligation to Continue Employment.

     This Plan and grants hereunder shall not impose any obligation
on the Company to continue to employ any Employee.  Moreover, no
provision of this Plan or any document executed or delivered
pursuant to this Plan shall be deemed modified in any way by any
employment contract between an Employee (or other employee) and the
Company.

     4.8  Misconduct of an Employee.

     Notwithstanding any other provision of this Plan, if an
Employee commits fraud or dishonesty toward the Company or wrong-
fully uses or discloses any trade secret, confidential data or other
information proprietary to the Company, or intentionally takes any
other action materially inimical to the best interests of the Com-
pany, as determined by the Committee, in its sole and absolute
discretion, such Employee shall forfeit all rights and benefits
under this Plan.

     4.9  Term of Plan.

     This Plan was adopted by the Board effective November 19, 2003
and amended on June 10, 2004.  No Stock Options or Awards may be
granted under this Plan after November 20, 2013.

     4.10  Governing Law.

     This Plan shall be construed in accordance with, and governed
by, the laws of the State of Nevada.

     4.11  Approval.

     No Stock Option shall be exercisable, or Award granted, unless
and until the Directors of the Company have approved this Plan and
all other legal requirements have been fully complied with.

     4.12  Assumption Agreements.

     The Company will require each successor, (direct or indirect,
whether by purchase, merger, consolidation or otherwise), to all or
substantially all of the business or assets of the Company, prior to
the consummation of each such transaction, to assume and agree to
perform the terms and provisions remaining to be performed by the
Company under each Incentive Agreement and Stock Option and to
preserve the benefits to the Employees thereunder.  Such assumption
and agreement shall be set forth in a written agreement in form and
substance satisfactory to the Committee (an "Assumption Agreement"),
and shall include such adjustments, if any, in the application of
the provisions of the Incentive Agreements and Stock Options and
such additional provisions, if any, as the Committee shall require
and approve, in order to preserve such benefits to the Employees.
Without limiting the generality of the foregoing, the Committee may
require an Assumption Agreement to include satisfactory undertakings
by a successor:

     (a)  to provide liquidity to the Employees at the end of the
Restriction Period applicable to Common Stock awarded to them under
the Plan, or on the exercise of Stock Options;

     (b)  if the succession occurs before the expiration of any
period specified in the Incentive Agreements for satisfaction of
performance criteria applicable to the Common Stock awarded
thereunder, to refrain from interfering with the Company's ability
to satisfy such performance criteria or to agree to modify such
performance criteria and/or waive any criteria that cannot be
satisfied as a result of the succession;

     (c)  to require any future successor to enter into an
Assumption Agreement; and

     (d)  to take or refrain from taking such other actions as the
Committee may require and approve, in its discretion.

The Committee referred to in this paragraph 4.12 is the Committee
appointed by a Board of Directors in office prior to the succession
then under consideration.

     4.13  Compliance With Rule 16b-3.

     Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3.  To the extent that any
provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.

     IN WITNESS WHEREOF, this Plan has been executed effective as of
the 10th day of June, 2004

                                       Arizona Aircraft Spares, Inc.


                                       By: /s/  Vito Peppitoni
                                       Vito Peppitoni, Chief Executive Officer